Common use of Termination and Replacement of Servicer Clause in Contracts

Termination and Replacement of Servicer. (a) If a Servicer Replacement Event shall have occurred and be continuing, the Indenture Trustee shall, at the direction of the Noteholders representing at least a majority of the Note Balance of the Controlling Class (or, if no Notes are Outstanding, the Relevant Trustee shall, at the direction of the Majority Certificateholders), by notice given to the Servicer, the Standby Servicer, the Owner Trustee, the Issuer, the Grantor Trust, the Administrator and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, the Indenture Trustee shall, at the direction of the Noteholders representing at least a majority of the Note Balance of the Controlling Class, appoint a successor Servicer (which may be the Standby Servicer). Upon the Servicer’s receipt of notice of termination, such Servicer will continue to perform its functions as Servicer under this Agreement only until the date specified in such termination notice or, if no such date is specified in such termination notice, until receipt of such notice. The Servicer shall be entitled to (i) its pro rata share of the Servicing Fee for the number of days in the Collection Period, (ii) any Supplemental Servicing Fees received by the Servicer prior to the effective date of its termination and (iii) reimbursement of any Liquidation Reimbursements incurred by such 34 Sale and Servicing Agreement (BLAST 2023-1) Servicer prior to the effective date of its termination. If a successor Xxxxxxxx has not been appointed at the time when the outgoing Servicer ceases to act as Servicer after resigning or being removed in accordance with this Section, the Standby Servicer without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Standby Servicer, if it is legally unable or is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint another successor Servicer. Any successor Servicer shall be an established institution whose regular business includes the servicing of comparable motor vehicle receivables. Any expenses incurred by the Indenture Trustee and the Standby Servicer in connection with the appointment of and transition to any successor Servicer will be indemnified pursuant to Section 6.7 of the Indenture.

Termination and Replacement of Servicer. (a) If a Servicer Replacement Event shall have occurred and be continuing, the Indenture Trustee shall, at the direction of the Noteholders representing at least a majority of the Note Balance of the Controlling Class (or, if no Notes are Outstanding, the Relevant Trustee shall, at the direction of the Majority Certificateholders), by notice given to the Servicer, the Standby Servicer, the Owner Trustee, the Issuer, ,[ the Grantor Trust, ,] the Administrator and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, the Indenture Trustee shall, at the direction of the Noteholders representing at least a majority of the Note Balance of the Controlling Class, appoint a successor Servicer (which may be the Standby Servicer). Upon the Servicer’s receipt of notice of termination, such Servicer will continue to perform its functions as Servicer under this Agreement only until the date specified in such termination notice or, if no such date is specified in such termination notice, until receipt of such notice. The Servicer shall be entitled to (i) its pro rata share of the Servicing Fee for the number of days in the Collection Period, (ii) any Supplemental Servicing Fees received by the Servicer prior to the effective date of its termination and (iii) reimbursement of any Liquidation Reimbursements incurred by such 34 Sale and Servicing Agreement (BLAST 2023-1) Servicer prior to the effective date of its termination. If a successor Xxxxxxxx has not been appointed at the time when the outgoing Servicer ceases to act as Servicer after resigning or being removed in accordance with this Section, the Standby Servicer without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Standby Servicer, if it is legally unable or is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint another successor Servicer. Any successor Servicer shall be an established institution whose regular business includes the servicing of comparable motor vehicle receivables. Any expenses incurred by the Indenture Trustee and the Standby Servicer in connection with the appointment of and transition to any successor Servicer will be indemnified pursuant to Section 6.7 of the Indenture.

Termination and Replacement of Servicer. (a) If a Servicer Replacement Event shall have occurred and be continuing, the Indenture Trustee shall, at the direction of the Noteholders representing at least a majority of the Note Balance of the Controlling Class (or, if no Notes are Outstanding, the Relevant Trustee shall, at the direction of the Majority Certificateholders)Class, by notice given to the Servicer, the Standby ServicerServicer (a “ Servicer Termination Notice ”), the Owner Trustee, the Backup Servicer, the Issuer, the Grantor TrustAdministrator, the Administrator Rating Agency and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as 759415058 23755032 27 Sale and Servicing Agreement (ACMAT 2024 - 1) Servicer with respect to servicing the Receivables, the Indenture Trustee shallshall notify the Backup Servicer of such event and the Backup Servicer shall appoint a Successor Servicer pursuant to the Backup Servicing Agreement. The Backup Servicer may appoint a Successor Servicer in accordance with the Backup Servicing Agreement or delegate any or all of its duties to any subcontractor or subservicer, at in each case, without the direction consent of the Noteholders representing at least a majority or any other party. Subject to Section 7.1(d) of the Note Balance of the Controlling Classthis Agreement, appoint a successor Servicer (which may be the Standby Servicer). Upon upon the Servicer’s receipt of notice of termination, such Servicer will continue to perform its functions as Servicer under this Agreement only until the date specified in such termination notice or, if no such date is specified in such termination notice, until receipt of such notice. The (b) Noteholders holding not less than a majority of the Note Balance of the Controlling Class (or, if no Notes are Outstanding, the Majority Certificateholders) may waive any Servicer Replacement Event. Upon any such waiver, such Servicer Replacement Event shall cease to exist and be deemed not to have occurred, and any Servicer Replacement Event arising therefrom shall be entitled deemed not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicer Replacement Event or impair any right consequent thereto. (ic) If replaced, the Servicer agrees that it will comply with its pro rata share obligations under the Backup Servicing Agreement with respect to the transition of servicing. (d) Upon the effectiveness of the Servicing Fee for the number of days in the Collection Period, (ii) any Supplemental Servicing Fees received assumption by the Person appointed by the Backup Servicer prior to the effective date of its termination duties pursuant to this Section 7.1 and (iii) reimbursement of any Liquidation Reimbursements incurred by such 34 Sale and Servicing Agreement (BLAST 2023-1) Servicer prior to the effective date of its termination. If a successor Xxxxxxxx has not been appointed at the time when the outgoing Servicer ceases to act as Servicer after resigning or being removed in accordance with this Sectionthe Backup Servicing Agreement, the Standby Servicer without further action will automatically such Person shall be appointed the successor Servicer. Notwithstanding in all respects to the aboveServicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the Standby responsibilities, duties and liabilities relating thereto and subject to the limitations set forth in the Backup Servicing Agreement and this Agreement, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, if it is legally unable or is unwilling to so actincluding indemnification obligations as set forth in Section 6.2(e) . In such event, will appoint, or petition a court of competent jurisdiction to appoint another successor Servicer. Any successor Servicer shall be an established institution whose regular business includes the servicing of comparable motor vehicle receivables. Any expenses incurred by the Indenture Trustee and the Standby Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney - in - fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. The Indenture Trustee, subject to the prior consent of the Noteholders holding not less than a majority of the Note Balance of the Outstanding Notes, voting together as a single Class, by Act of such Holders delivered to the Issuer and Indenture Trustee, shall have the right to agree to compensation of a successor servicer in connection with excess of that permitted under the appointment Transaction Documents. Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and transition the amount necessary to induce the Backup Servicer or any other successor Servicer will be indemnified pursuant to Section 6.7 of act as successor Servicer under this Agreement and the Indenturetransactions set forth or provided for herein.

Termination and Replacement of Servicer. (a) If a Servicer Replacement Event shall have occurred and be continuing, the Indenture Trustee shall, at the direction of the Noteholders representing at least a majority of the Note Balance of the Controlling Class (or, if no Notes are Outstanding, the Relevant Trustee shall, at the direction of the Majority Certificateholders)Class, by notice given to the Servicer, the Standby ServicerServicer (a “ Servicer Termination Notice ”), the Owner Trustee, the Backup Servicer, the Issuer, the Grantor TrustAdministrator, the Administrator each Rating Agency and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, the Indenture Trustee shallshall notify the Backup Servicer of such event and the Backup Servicer shall appoint a Successor Servicer pursuant to the Backup Serving Agreement. The Backup Servicer may appoint a Successor Servicer in accordance with the Backup Servicing Agreement or delegate any or all of its duties to any subcontractor or subservicer, at in each case, without the direction consent of the Noteholders representing at least a majority or any other party. Subject to Section 7.1(d) of the Note Balance of the Controlling Classthis Agreement, appoint a successor Servicer (which may be the Standby Servicer). Upon upon the Servicer’s receipt of notice of termination, such Servicer will continue to perform its functions as Servicer under this Agreement only until the date specified in such termination notice or, if no such date is specified in such termination notice, until receipt of such notice. The (b) Noteholders holding not less than a majority of the Note Balance of the Controlling Class (or, if no Notes are Outstanding, the Majority Certificateholders) may waive any Servicer Replacement Event. Upon any such waiver, such Servicer Replacement Event shall cease to exist and be deemed not to have occurred, and any Servicer Replacement Event arising therefrom shall be entitled deemed not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicer Replacement Event or impair any right consequent thereto. (ic) If replaced, the Servicer agrees that it will comply with its pro rata share obligations under the Backup Servicing Agreement with respect to the transition of servicing. (d) Upon the effectiveness of the Servicing Fee for the number of days in the Collection Period, (ii) any Supplemental Servicing Fees received assumption by the Person appointed by the Backup Servicer prior to the effective date of its termination duties pursuant to this Section 7.1 and (iii) reimbursement of any Liquidation Reimbursements incurred by such 34 Sale and Servicing Agreement (BLAST 2023-1) Servicer prior to the effective date of its termination. If a successor Xxxxxxxx has not been appointed at the time when the outgoing Servicer ceases to act as Servicer after resigning or being removed in accordance with this Section, the Standby Servicer without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Standby Servicer, if it is legally unable or is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint another successor Servicer. Any successor Servicer shall be an established institution whose regular business includes the servicing of comparable motor vehicle receivables. Any expenses incurred by the Indenture Trustee and the Standby Servicer in connection with the appointment of and transition to any successor Servicer will be indemnified pursuant to Section 6.7 of the Indenture.Backup Servicing

Termination and Replacement of Servicer. (a) If a Servicer Replacement Event shall have occurred and be continuing, the Indenture Trustee shall, at the direction of the Noteholders representing at least a majority of the Note Balance of the Controlling Class (or, if no Notes are Outstanding, the Relevant Trustee shall, at the direction of the Majority Certificateholders)Class, by notice given to the Servicer, the Standby ServicerServicer (a “ Servicer Termination Notice ”), the Owner Trustee, the Backup Servicer, the Issuer, the Grantor TrustAdministrator, the Administrator Rating Agency and the Noteholders, terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as 753507386 23738694 27 Sale and Servicing Agreement (ACMAT 2023 - 2) Servicer with respect to servicing the Receivables, the Indenture Trustee shallshall notify the Backup Servicer of such event and the Backup Servicer shall appoint a Successor Servicer pursuant to the Backup Serving Agreement. The Backup Servicer may appoint a Successor Servicer in accordance with the Backup Servicing Agreement or delegate any or all of its duties to any subcontractor or subservicer, at in each case, without the direction consent of the Noteholders representing at least a majority or any other party. Subject to Section 7.1(d) of the Note Balance of the Controlling Classthis Agreement, appoint a successor Servicer (which may be the Standby Servicer). Upon upon the Servicer’s receipt of notice of termination, such Servicer will continue to perform its functions as Servicer under this Agreement only until the date specified in such termination notice or, if no such date is specified in such termination notice, until receipt of such notice. The (b) Noteholders holding not less than a majority of the Note Balance of the Controlling Class (or, if no Notes are Outstanding, the Majority Certificateholders) may waive any Servicer Replacement Event. Upon any such waiver, such Servicer Replacement Event shall cease to exist and be deemed not to have occurred, and any Servicer Replacement Event arising therefrom shall be entitled deemed not to have occurred for every purpose of this Agreement, but no such waiver shall extend to any prior, subsequent or other Servicer Replacement Event or impair any right consequent thereto. (ic) If replaced, the Servicer agrees that it will comply with its pro rata share obligations under the Backup Servicing Agreement with respect to the transition of servicing. (d) Upon the effectiveness of the Servicing Fee for the number of days in the Collection Period, (ii) any Supplemental Servicing Fees received assumption by the Person appointed by the Backup Servicer prior to the effective date of its termination duties pursuant to this Section 7.1 and (iii) reimbursement of any Liquidation Reimbursements incurred by such 34 Sale and Servicing Agreement (BLAST 2023-1) Servicer prior to the effective date of its termination. If a successor Xxxxxxxx has not been appointed at the time when the outgoing Servicer ceases to act as Servicer after resigning or being removed in accordance with this Sectionthe Backup Servicing Agreement, the Standby Servicer without further action will automatically such Person shall be appointed the successor Servicer. Notwithstanding in all respects to the aboveServicer in its capacity as Servicer under this Agreement with respect to the Receivables, and shall be subject to all the Standby responsibilities, duties and liabilities relating thereto and subject to the limitations set forth in the Backup Servicing Agreement and this Agreement, except with respect to the obligations of the predecessor Servicer that survive its termination as Servicer, if it is legally unable or is unwilling to so actincluding indemnification obligations as set forth in Section 6.2(e) . In such event, will appoint, or petition a court of competent jurisdiction to appoint another successor Servicer. Any successor Servicer shall be an established institution whose regular business includes the servicing of comparable motor vehicle receivables. Any expenses incurred by the Indenture Trustee and the Standby Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney - in - fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such termination and replacement of the Servicer, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. No Servicer shall resign or be relieved of its duties under this Agreement, as Servicer of the Receivables, until a newly appointed Servicer for the Receivables shall have assumed the responsibilities and obligations of the resigning or terminated Servicer under this Agreement. The Indenture Trustee, subject to the prior consent of the Noteholders holding not less than a majority of the Note Balance of the Outstanding Notes, voting together as a single Class, by Act of such Holders delivered to the Issuer and Indenture Trustee, shall have the right to agree to compensation of a successor servicer in connection with excess of that permitted under the appointment Transaction Documents. Notwithstanding anything else herein to the contrary, in no event shall the Indenture Trustee be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and transition the amount necessary to induce the Backup Servicer or any other successor Servicer will be indemnified pursuant to Section 6.7 of act as successor Servicer under this Agreement and the Indenturetransactions set forth or provided for herein.

Termination and Replacement of Servicer. (a) If a Servicer Replacement Event shall have occurred and be continuing, the Indenture Trustee shall, at the direction of the Noteholders representing at least a majority of the Note Balance of the Controlling Class (or, if no Notes are Outstanding, the Relevant Trustee shall, at the direction of the Majority Certificateholders), by notice given to the Servicer, the Standby Servicer, the Owner Trustee, the Issuer, the Grantor Trust, the Administrator and the Noteholders, [the Swap Counterparty], terminate the rights and obligations of the Servicer under this Agreement with respect to the Receivables. In the event the Servicer is removed or resigns as Servicer with respect to servicing the Receivables, the Indenture Trustee shall, at the direction of the Noteholders representing at least a majority of the Note Balance of the Controlling Class, appoint a successor Servicer (which may be the Standby Servicer). Upon the Servicer’s receipt of notice of termination, such Servicer will continue to perform its functions as Servicer under this Agreement only until the date specified in such termination notice or, if no such date is specified in such termination notice, until receipt of such notice. The Servicer shall be entitled to (i) its pro rata share of the Servicing Fee for the number of days in the Collection Period, (ii) any Supplemental Servicing Fees received by the Servicer prior to the effective date of its termination and (iii) reimbursement of any Liquidation Reimbursements incurred by such 34 Sale and Servicing Agreement (BLAST 2023-1) Servicer prior to the effective date of its termination. If a successor Xxxxxxxx Servicer has not been appointed at the time when the outgoing Servicer ceases to act as Servicer after resigning or being removed in accordance with this Section, the Standby Servicer Indenture Trustee without further action will automatically be appointed the successor Servicer. Notwithstanding the above, the Standby ServicerIndenture Trustee, if it is legally unable or is unwilling to so act, will appoint, or petition a court of competent jurisdiction to appoint another a successor Servicer. Any successor Servicer shall be an established institution whose regular business includes the servicing of comparable motor vehicle receivables. Any expenses incurred by the Indenture Trustee and the Standby Servicer in connection with the appointment of and transition to any successor Servicer will be indemnified pursuant to Section 6.7 of the Indenture.. 30 Sale and Servicing Agreement (20[ ]-[ ])